SUPPLEMENTAL INDENTURE
Exhibit 4.1
THIS SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of March 15, 2007, by and
among General Cable Corporation, a Delaware corporation (“General Cable” or the “Company”), the
Guarantors names on Schedule A hereto (collectively, the “Subsidiary Guarantors”) and U.S. Bank
National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, certain of the Subsidiary Guarantors (the “Guarantors”) and the Trustee
have heretofore executed and delivered an Indenture, dated as of November 24, 2003 (the
“Indenture”), pursuant to which the Company issued $285,000,000 in aggregate principal amount of
its 9.50% Senior Notes due 2010 (the “Notes”); and
WHEREAS, the Company and the Guarantors propose to amend the Indenture (the “Proposed
Amendments”), to remove substantially all of the restrictive covenants; and
WHEREAS, the Company commenced a tender offer (the “Offer”) to purchase any and all of the
Notes pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of March 6,
2007; and
WHEREAS, in connection with the Offer, the Company solicited the consent of the holders of the
Notes for the Proposed Amendments; and
WHEREAS, Section 8.02 of the Indenture provides that the Company, the Guarantors and the
Trustee may, with the written consent and direction of the holders of at least a majority in
aggregate principal amount of the outstanding Notes (the “Requisite Consent”) enter into a
supplemental indenture for the purpose of amending the Indenture; and
WHEREAS, the Trustee has received the Requisite Consent to effect an amendment to the
Indenture pursuant to 8.02 of the Indenture and the documents described in Section 8.06 of the
Indenture; and
WHEREAS, each of the Company and the Guarantors has been authorized by a resolution of its
respective Board of Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and by the amended
and restated certificate of incorporation and amended and restated by-laws, or other governing
documents, of the Company and the Guarantors to make this Supplemental Indenture a valid and
binding agreement for the purposes expressed herein, in accordance with its terms, have been duly
done and performed; and
WHEREAS, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, following the execution and delivery of this Supplemental Indenture, the Proposed
Amendments will become operative on the date (the “Operative Date”) on which the Company accepts
for purchase Notes validly tendered, and not withdrawn in the Offer (the “Tender Offer Condition”);
and
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WHEREAS, the terms of this Supplemental Indenture shall be null and void, and of no further
force or effect, and the Proposed Amendments shall not become operative if the Tender Offer
Condition does not occur.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the holders of the Notes, the Company, the
Subsidiary Guarantors and the Trustee, intending to be legally bound, hereby agree as follows:
ARTICLE ONE
Section 1.01 Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.
ARTICLE TWO
Section 2.01 Amendment of Indenture
Effective as of the Operative Date, this Supplemental Indenture amends the Indenture as
provided for herein. The Company, the Guarantors and the Trustee acknowledge and agree that no
amendment or waiver of the provisions described in Section 8.02 (1) through (2) of the Indenture as
requiring the consent of each affected Holder has been made hereby. If the Operative Date does not
occur on or prior to the date that is sixty (60) days following the date of this Supplemental
Indenture, then the terms of this Supplemental Indenture shall be null and void and the Indenture
shall continue in full force and effect without any modification hereby.
Section 2.02 Amendment of Article Four of the Indenture
Pursuant to Section 8.02 of the Indenture, the provisions of Article Four of the Indenture are
hereby amended as follows:
(a) the covenant contained in Section 4.03 of the Indenture entitled “Legal Existence” is
amended in its entirety to read as follows:
Section 4.03 [Intentionally Omitted]
(b) the covenant contained in Section 4.04 of the Indenture entitled “Maintenance of
Properties; Insurance; Compliance with Law” is amended in its entirety to read as follows:
Section 4.04 [Intentionally Omitted]
(c) the covenant contained in Section 4.06 of the Indenture entitled “Compliance Certificate”
is amended in its entirety to read as follows:
Section 4.06 [Intentionally Omitted]
(d) the covenant contained in Section 4.07 of the Indenture entitled “Taxes” is amended in its
entirety to read as follows:
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Section 4.07 [Intentionally Omitted]
(e) the covenant contained in Section 4.08 of the Indenture entitled “Repurchase at the Option
of Holders upon a Change in Control” is amended in its entirety to read as follows:
Section 4.08 [Intentionally Omitted]
(f) the covenant contained in Section 4.09 of the Indenture entitled “Limitation on Restricted
Payments” is amended in its entirety to read as follows:
Section 4.09 [Intentionally Omitted]
(g) the covenant contained in Section 4.10 of the Indenture entitled “Limitation on
Indebtedness and Issuance of Disqualified Capital Stock” is amended in its entirety to read as
follows:
“(a) [Intentionally Omitted]
(b) [Intentionally Omitted]
(c) [Intentionally Omitted]
(d) Section 4.10. None of the Company or
any Guarantor shall, directly or indirectly, Incur
any Indebtedness that by its terms (or by the terms
of any agreement governing such Indebtedness) would
be expressly subordinate or junior in right of
payment in any respect to any other Indebtedness
unless such Indebtedness is also by its terms (or by
terms of any agreement governing such Indebtedness)
subordinate or junior in right of payment to the
Notes or the Guarantees, as applicable, at least to
the same extent such Indebtedness is subordinated or
junior in right of payment to such other
Indebtedness.”
(h) the covenant contained in Section 4.11 of the Indenture entitled “Limitation on Sales of
Assets” is amended in its entirety to read as follows:
Section 4.11 [Intentionally Omitted]
(i) the covenant contained in Section 4.12 of the Indenture entitled “Limitation on Dividend
and Other Payment Restrictions Affecting Subsidiaries” is amended in its entirety to read as
follows:
Section 4.12 [Intentionally Omitted]
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(j) the covenant contained in Section 4.13 of the Indenture entitled “Limitation on
Transactions with Affiliates” is amended in its entirety to read as follows:
Section 4.13 [Intentionally Omitted]
(k) the covenant contained in Section 4.14 of the Indenture entitled “Limitation on
Designations of Unrestricted Subsidiaries” is amended in its entirety to read as follows:
Section 4.14 [Intentionally Omitted]
(l) the covenant contained in Section 4.15 of the Indenture entitled “Limitation on Liens” is
amended in its entirety to read as follows:
Section 4.15 [Intentionally Omitted]
(m) the covenant contained in Section 4.16 of the Indenture entitled “Limitations on
Sale/Leaseback Transactions” is amended in its entirety read as follows:
Section 4.16 [Intentionally Omitted]
(n) the covenant contained in Section 4.17 of the Indenture entitled “Subsidiary Guarantees”
is amended in its entirety to read as follows:
Section 4.17 [Intentionally Omitted]
(o) the covenant contained in Section 4.18 entitled “Provisions of Financial Information” is
amended in its entirety to read as follows:
Section 4.18 [Intentionally Omitted]
(p) the covenant contained in Section 4.19 of the Indenture entitled “Limitation on Capital
Stock of Restricted Subsidiaries” is amended in its entirety to read as follows:
Section 4.19 [Intentionally Omitted]
ARTICLE THREE
Section 3.01 Privileges and Immunities of Trustee.
The Trustee accepts the amendment of the Indenture effected by this Supplemental Indenture but
only upon the terms and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in the performance of
the trust created by the Indenture as hereby amended. The Trustee shall not be responsible for the
adequacy or sufficiency of the Supplemental Indenture, for the due execution thereof by the Company
and the Guarantors or for the recitals contained herein, which are the Company’s and the
Guarantors’ responsibilities.
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ARTICLE FOUR
Section 4.01 Effectiveness of the Supplemental Indenture.
The provisions of this Supplemental Indenture will take effect immediately upon execution and
delivery thereof by the parties hereto provided that the Proposed Amendments become operative on
the Operative Date of this Supplemental Indenture. If the Tender Offer Condition does not occur,
the terms of this Supplemental Indenture shall be null and void.
Section 4.02 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and conditions of the
Indenture and the Notes outstanding thereunder shall remain in full force and effect.
Section 4.03 Construction of Supplemental Indenture.
This Supplemental Indenture is executed as and shall constitute an indenture supplemental to
the Indenture and shall be construed in connection with and as part of the Indenture. This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York.
Section 4.04 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is
executed, the provision required by said Act shall control.
Section 4.05 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Company and the Guarantors, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 4.06 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
| GENERAL CABLE CORPORATION |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary |
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| GENCA CORPORATION GENERAL CABLE INDUSTRIES, INC. GENERAL CABLE INDUSTRIES LLC GENERAL CABLE MANAGEMENT LLC GENERAL CABLE OVERSEAS HOLDINGS, INC. GENERAL CABLE TECHNOLOGIES CORPORATION GENERAL CABLE TEXAS OPERATIONS L.P. GK TECHNOLOGIES, INCORPORATED DIVERSIFIED CONTRACTORS, INC. MARATHON MANUFACTURING HOLDINGS, INC. MARATHON STEEL COMPANY MLTC COMPANY |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary |
|||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
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SCHEDULE “A”
SUBSIDIARY GUARANTORS
GENCA CORPORATION
GENERAL CABLE INDUSTRIES, INC.
GENERAL CABLE INDUSTRIES LLC
GENERAL CABLE MANAGEMENT LLC
GENERAL CABLE OVERSEAS HOLDINGS, INC.
GENERAL CABLE TECHNOLOGIES CORPORATION
GENERAL CABLE TEXAS OPERATIONS L.P.
GK TECHNOLOGIES, INCORPORATED
DIVERSIFIED CONTRACTORS, INC.
MARATHON MANUFACTURING HOLDINGS, INC.
MARATHON STEEL COMPANY
MLTC COMPANY
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